The Directors present the first Board's Report (post Corporate Insolvency Resolution Process (“CIRP”)) of your
Company along with the Audited Financial Statements for the financial year ended March 31, 2025.

CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP) OF THE COMPANY

Exim Scrips Dealers Private Limited, in its capacity as a Financial Creditor of Rathi Graphic Technologies Limited
(“the Company”), filed an application under Section 7 of the Insolvency and Bankruptcy Code, 2016 (“IBC”) before
the Hon’ble National Company Law Tribunal (“NCLT”), Allahabad Bench, seeking initiation of the Corporate
Insolvency Resolution Process (“CIRP”) against the Company. The Hon’ble NCLT admitted the application on 3
February 2020, pursuant to which the CIRP commenced with effect from the same date.

Upon commencement of the CIRP, the management and control of the affairs of the Company stood vested in the
Resolution Professional in accordance with the provisions of the IBC. Prior to the Insolvency Commencement Date, the
oversight of the operations and affairs of the Company rested with the erstwhile Board of Directors.

A Resolution Plan submitted by M/s Surbhika Steels Private Limited through its unit, Nikunj Udhyog (“Successful
Resolution Applicant” or “SRA”), was approved by the Hon’ble NCLT vide order dated 27 July 2023 (“Approved
Resolution Plan”) and the then Board of Directors stood suspended. Following such approval, the affairs of the Company
were supervised by the Monitoring Committee constituted under the Approved Resolution Plan.

Although the order approving the Resolution Plan was passed on 27 July 2023, the implementation of the Resolution
Plan was delayed due to certain critical issues. During the CIRP, the SRA became aware of an attachment over the
Company’s sole immovable property situated at SP 921, RIICO Industrial Area, Phase-III, Bhiwadi, Rajasthan, by the
Joint Commissioner (State Tax), Circle Special-1, Bhiwadi, Alwar, pursuant to a claim dated 5 March 2020 relating to
pre-CIRP tax dues. The existence of this attachment was not disclosed in the Information Memorandum. Given that the
said property formed a significant component of the Approved Resolution Plan, its detachment was essential for
effective implementation. Consequently, the SRA filed an Interlocutory Application before the Hon’ble NCLT seeking
appropriate directions for removal of the attachment.

Since the relief sought was not granted by the Hon’ble NCLT in its order dated 27 July 2023, the SRA preferred an
appeal before the Hon’ble National Company Law Appellate Tribunal (“NCLAT”) for detachment of the property to
enable implementation of the Approved Resolution Plan. Upon detachment of the property by the Commercial Tax
Department, the Hon’ble NCLAT disposed of the appeal as withdrawn vide its order dated 15 October 2024. Subsequent
to the said order, an additional period of 2-3 months was required for settlement of dues payable to creditors under the
Approved Resolution Plan. During this time, the management of the Company continued to remain with the Monitoring
Committee.

Upon settlement of all claims in accordance with the Approved Resolution Plan, the Monitoring Committee, at its
meeting held on 7 February 2025, resolved to reconstitute the Board of Directors and transfer the management and
control of the Company to the new management. Accordingly, the reconstituted Board assumed charge with effect from
7 February 2025.

This Board’s Report, along with its annexures including the Corporate Governance Report, is being submitted by the
reconstituted Board in compliance with the provisions of the Companies Act, 2013 (“the Act”) and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).
The reconstituted Board shall not be regarded as responsible for any fiduciary obligations, operational or financial
oversight, or any acts, decisions or omissions of the erstwhile management or previous Board for any period prior to 7
February 2025. Members are accordingly requested to read this Report in the context that the new management and
reconstituted Board assumed control of the Company only from the said date.

FINANCIAL & OPERATIONAL PERFORMANCE HIGHLIGHTS

In compliance with the provisions of the Companies Act, 2013 ('Act'), and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ('Listing Regulations') the Company has prepared its Financial Statements as per
Indian Accounting Standards (Ind AS) for the financial year ended 31^st March 2025. The highlights of the financial
results of the Company, extracted from the Financial Statements for FY 2024-25 and previous FY 2023-24, are as under:

STATE OF COMPANY’S AFFAIRS, OPERATIONS & OUTLOOK

Following the implementation of the Approved Resolution Plan and handover to the new management, the Company is
in the process of stabilising operations, streamlining internal controls, and assessing revival opportunities. The Board is
committed to operational turnaround and sustainable value creation for shareholders.

DIVIDEND

Given the financial position of the Company and the ongoing stabilisation phase post-CIRP, the Board has not
recommended any dividend for the year under review.

RESERVES AND SURPLUS

No amount has been transferred to reserves.

SHARE CAPITAL

The Authorised Share Capital of the Company remained unchanged during the year and stood at Rs.30,00,00,000/-
divided into 3,00,00,000 equity shares of Rs.10/- each. The issued and paid-up Share Capital at the end of the financial
year also remained unchanged and stood at Rs.16,43,90,000/- divided into 1,64,39,000 equity shares of Rs.10/- each.

During the year under review, the Company did not issue any shares with differential voting rights, sweat equity shares,
bonus shares, nor did it undertake any buyback of shares.

Pursuant to the implementation of the Approved Resolution Plan and subsequent to the close of the financial year, the
reconstituted Board of Directors, at its meeting held on 24th April 2025, approved the following actions:

i. Cancellation and extinguishment of the entire existing equity share capital comprising 1,62,74,610 equity
shares, resulting in a reduction of share capital by 99%.

ii. Reorganisation of the reduced share capital, wherein 58.66% of the reduced shareholding was transferred
to Surbhika Steels Private Limited and Daga Infrastructure Private Limited (the Resolution Applicants /
New Promoters), and the balance 41.34% continued to be held by public shareholders.

iii. Allotment of 11,94,790 equity shares of Rs.10/- each, aggregating to Rs.1,19,47,900/-, on a preferential
basis to the Resolution Applicants, in consideration of the funds infused by them under the Approved
Resolution Plan.

On the date of this Report, the Company is awaiting necessary approval from BSE for the reduction of share capital and
listing & trading approval for the allotment of new shares.

The Authorised Share Capital of the Company remains unchanged, while the issued and paid-up Share Capital of the
Company stands at Rs.1,35,91,800/- divided into 13,59,180 equity shares of Rs.10/- each.

DEPOSITS

During the year under review, the Company has not accepted or renewed or defaulted in repayment of any deposit
within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules,
2014. Further, no amount remained unpaid/ unclaimed as at the end of the financial year ended 31st March 2025. Hence,
the requirement for furnishing details relating to deposits covered under Chapter V of the Act or the details of deposits
not in compliance with Chapter V of the Act, are not applicable.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

Apart from the information provided/disclosures made elsewhere in this Report including Annexures thereof, there are
no material changes and commitments affecting the financial position of the Company, which occurred between the end
of the financial year of the Company to which this Financial Statement relates and till date of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Cessation and appointment of directors

In terms of the Approved Resolution Plan and following the noting of cessation by the Monitoring Committee in its
meeting held on 7^th February 2025, the following erstwhile directors ceased to be on the Board of Directors of the
Company w.e.f. said date:

Further, in terms of the Approved Resolution Plan, the Monitoring Committee, in its meeting held on 7 February 2025,
reconstituted the Board of Directors of the Company and appointed the following Directors w.e.f. the said date:

Further, the newly constituted Board of Directors, subject to the approval of the members of the Company, at its meeting
held on 4 March 2025, appointed Mr. Nikunj Daga as the Managing Director, designated as a Key Managerial Personnel
(KMP) of the Company with effect from the same date, and also designated him as the Chairman of the Company.

Resolutions seeking members’ approval for regularization of all the Directors forms part of the Notice convening the
ensuing AGM.

Appointment of Key Managerial Personnel (KMP)

The newly constituted Board of Directors, at its meeting held on 4 March 2025, appointed Ms. Geeta as the Chief
Financial Officer and Ms. Sameeksha Upreti as the Company Secretary, both designated as Key Managerial Personnel
(KMP) of the Company with effect from the same date.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted declarations confirming that they meet the criteria of independence as
laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations.
They have also confirmed compliance with the Code of Conduct for Independent Directors prescribed in Schedule IV
of the Act. Further, they have affirmed that there has been no change in circumstances affecting their status as
Independent Directors during the year and that they are duly registered with the Independent Directors’ Database
maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, all the Independent Directors are persons of high repute and integrity and possess the
requisite proficiency, expertise and experience in their respective fields and are independent of the management.

PERFORMANCE EVALUATION AND MEETING OF THE INDEPENDENT DIRECTORS

In terms of the provisions of the Companies Act, 2013, and the SEBI Listing Regulations, the Board of Directors is
required to conduct an annual evaluation of its own performance, that of its committees, and of individual Directors.

Since the newly constituted Board assumed office on 7th February 2025, the tenure during the financial year under
review was too short to facilitate a meaningful and effective performance evaluation. Accordingly, it was considered
premature for the Board, the Nomination & Remuneration Committee, and the Independent Directors to undertake the
evaluation of the Board, its committees, and individual Directors for the year under review, and therefore no meeting
of the Independent Directors was held for this purpose.

The performance evaluation process shall be undertaken in the next financial year, once the Board and its Committees
have functioned for an adequate period to enable a comprehensive and informed assessment.

BOARD MEETINGS

Post completion of the Corporate Insolvency Resolution Process (CIRP), the control over the management of the
Company vested with the Monitoring Committee, and the erstwhile Board of Directors continued to remain suspended
until their cessation on 7th February 2025. Pursuant to the implementation of the Approved Resolution Plan, the
Monitoring Committee reconstituted the Board of Directors with new members with effect from 7th February 2025.

The newly reconstituted Board held its first meeting on 4 March 2025. Details of the meeting are provided below:

Further, during the year under review, six (6) meetings of the Monitoring Committee were held on 15 th April
2024, 22nd April 2024, 26th July 2024, 8th November 2024, 18^th January 2025 and 7th February 2025.

COMMITTEES

Pursuant to the implementation of the Approved Resolution Plan, the newly constituted Board of Directors

reconstituted the Committees of the Board with new members on 4th March 2025. Since the erstwhile Board of
Directors remained suspended during the Corporate Insolvency Resolution Process, the Committees were non¬
functional until their reconstitution by the new Board.

Accordingly, no meetings of the Committees were held during the year under review.

The following Committees have been duly reconstituted in compliance with the provisions of the Companies Act,
2013 and the SEBI Listing Regulations:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

The details regarding the composition, powers, roles, and terms of reference of the aforesaid Committees are
provided in the Corporate Governance Report, which forms part of this Board’s Report.

SUBSIDIARY / ASSOCIATE & JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIAL
STATEMENTS

During the financial year under review, based on the information available on record, it is confirmed that the
Company did not have any subsidiary, joint venture, or associate company within the meaning of the Act. Further,
during the said period, no entity became or ceased to be a subsidiary, joint venture, or associate company of the
Company. Accordingly, the requirement to provide information in Form AOC-1 relating to the performance of
subsidiary, joint venture, or associate companies is not applicable to the Company.

STATUTORY AUDITORS

M/s H.G. & Co., Chartered Accountants (Firm Registration No. 013074C) were appointed as the Statutory Auditors of
the Company by the Board of Directors at its meeting held on 4th March 2025 to fill the casual vacancy arising due to
the Corporate Insolvency Resolution Process of the Company and to conduct the statutory audit for the financial year
under review. Their tenure shall hold office until the conclusion of this AGM.

In view of the satisfactory performance of M/s H.G. & Co., Chartered Accountants, and based on the recommendation
of the Audit Committee, the Board of Directors, at its meeting held on 5^th December 2025, considered and approved the
proposal to appoint M/s H.G. & Co., Chartered Accountants as the Statutory Auditors of the Company for a first term
of five (5) consecutive years, commencing from the financial year 2025-26 up to the financial year 2029-30. The Board
recommends their appointment for approval by the members at this AGM.

M/s H.G. & Co., Chartered Accountants have confirmed their eligibility in accordance with the provisions of Sections
139 and 141 of the Companies Act, 2013, and have furnished their written consent to act as the Statutory Auditors of
the Company.

The resolution seeking approval for their appointment forms part of the Notice of this AGM.

The Auditors' Report, read together with the notes to accounts, is self-explanatory and does not require any further
comments. The Auditors' Report does not contain any qualification, reservation, or adverse remark.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year under review, as stipulated under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section, and forms part
of this Report and marked as Annexure-I.

SECRETARIAL AUDITORS AND THEIR REPORT

The Board appointed Mr. Sameer Kishore Bhatnagar, Practicing Company Secretary, as secretarial auditor to conduct
a secretarial audit of the Company for the financial year 2024-25. The secretarial auditor has made certain observations
in the report. Pursuant to the Acquisition and the above referred IBC Order passed by the NCLT, there has been a change
in the Board and the management of the Company. The observations may be referred to in the Secretarial Audit Report
for the financial year 2024-25, which forms part of this Report and marked as Annexure-II. Given that the observations
pertain to the prior period, we are not in a position to comment on the said observations.

The Securities and Exchange Board of India (SEBI) has amended Regulation 24A of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 whereby Shareholders, on the
recommendation of Board of Directors, may appoint or re-appoint a Secretarial Audit firm as Secretarial Auditors for
not more than two terms of five consecutive years, in the Annual General Meeting. Accordingly, the Board of Directors
recommends to the Shareholders the appointment of Mr. Sameer Kishore Bhatnagar, Practicing Company Secretary, as
Secretarial Auditors, for a term of five consecutive years, from the financial year 2025-26 till the financial year 2029¬
30. The Company has received consent and eligibility certificates from Mr. Sameer Kishore Bhatnagar, to serve as
Secretarial Auditor of the Company. Mr. Sameer Kishore Bhatnagar, holds a valid Peer Review Certificate, issued by
the Institute of Company Secretaries of India.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Annual Secretarial Compliance Report for the financial year ended 31st March 2025 on compliance of all applicable
SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from Mr. Sameer Kishore Bhatnagar,
Practicing Company Secretary and the same was filed with Stock Exchange. The Annual Secretarial Compliance Report
is available on the website of the Company i.e. http ://www.rathigraphic. com/

COST RECORDS

During the financial year under review, based on the information and records available, the requirement of maintaining
Cost Records under Section 148 of the Companies Act,2013 was not applicable to the Company.

NOMINATION & REMUNERATION POLICY

Post acquisition by the new management, the Board of Directors, at its meeting held on 4th March 2025, approved and
adopted the Nomination and Remuneration Policy applicable to the Directors, Key Managerial Personnel, and other

employees of the Company.

The Policy aims to ensure that the Company’s remuneration framework is fair, transparent, performance-driven, and
aligned with the long-term and sustainable growth objectives of the Company. The Policy is available on the Company’s
website and can be accessed on the website of the Company i.e.
http://www.rathigraphic.com/data/01 REMUNERATION POLICY.pdf

CORPORATE SOCIAL RESPONSIBILITY

During the financial year under review, based on the information available on records, the Company was not covered
under the provisions of Section 135 of the Companies Act, 2013 related to Corporate Social Responsibility.

INTERNAL CONTROLS AND ITS ADEQUACY

As stated earlier, the control over the affairs of the Company remained with the Monitoring Committee until 6th
February 2025. The Monitoring Committee, in its meeting held on 7th February 2025, handed over the control of the
Company to the new management. Accordingly, it would not be feasible for the current Board of Directors to comment
on the adequacy of the internal financial controls that existed prior to the acquisition of control.

The newly constituted Board of Directors, in its meeting held on 4th March 2025, has appointed M/s Nitin Brij & Co.,
Chartered Accountants (Firm Registration No.: 009771C), as the Internal Auditors of the Company and is in the process
of implementing a robust internal control framework. The objective is to establish systems and procedures that ensure
operational efficiency, accuracy of financial reporting, safeguarding of assets, and compliance with applicable laws and
regulations.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy and is in the process of developing a comprehensive and robust
risk management framework pursuant to the policy. The framework aims to systematically identify, assess, and mitigate
business risks while also evaluating potential opportunities. The objective is to safeguard and enhance the interests of
shareholders and all other stakeholders by ensuring informed decision-making and resilient operational practices.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Post acquisition, the Board of Directors of your Company has established a vigil mechanism and formulated a Whistle
Blower Policy as per the provisions of section 177 of the Act. The policy provides the framework and processes through
which the employees and Directors can express their genuine concerns. It also provides adequate safeguards against
victimization of employees and Directors against any kind of discrimination, harassment or any unfair practice being
adopted against them.

The Whistle Blower Policy as adopted by the Company can be accessed on the website of the Company i.e.
http://www.rathigraphic.com/policies.html

DETAILS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186

During the financial year under review, based on the information available on records, the Company has not advanced
any Loan, given any Guarantee or made any Investment covered under the provisions of Section 186 of the Act.

The Annual Return in form MGT-7 of the Company, as required under Section 92 of the Companies Act, 2013, is
available on the website of the Company i.e. http ://www.rathigraphic.com/

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, based on the information available on records, the Company has no transaction
with related parties which is required to be reported under Section 134 (3) (h) of the Companies Act, 2013 read with
Rule 8(2) of the Companies (Accounts) Rules, 2014. The other transaction entered by the Company in terms of the
Approved Resolution Plan is disclosed in the Notes to Financial Statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGSAND OUTGO

As the Company was not operational during the year under review, the information with regard to Conservation of
Energy, Technology Absorption, Foreign Exchange Earnings and outgo in accordance with the provisions of Section
134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable to
the Company.

PARTICULARS OF EMPLOYEES

During the financial year under review, the new Board of Directors has appointed Mr. Nikunj Daga as Managing
Director without any remuneration and has also appointed the Company Secretary and the Chief Financial Officer with
effect from 4th March 2025. Accordingly, no comparables were available to the new management for the purpose of
remuneration analysis.

Therefore, the disclosures relating to the remuneration of Directors and employees, as required under Section 197(12)
of the Companies Act, 2013, read with Rule 5(1) and Rule 5(2)/(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, are not applicable and have not been provided in this Report. As of 31 st March
2025, the Company had a total of 3 employees, comprising 1 Male (Managing Director) and 2 Females (CS and CFO).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

Except as stated elsewhere in this Report, no significant or material orders were passed by any Regulators, Courts or
Tribunals impacting the going-concern status of the Company or its future operations during the year under review.

CORPORATE GOVERNANCE REPORT

A detailed report on Corporate Governance forms part of this Annual Report, together with the Certificate on Corporate
Governance as required under the SEBI Listing Regulations.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Reconstituted Board of Directors, based on the knowledge/ information gained
by them, about the affairs of the Company, in a limited period of time and based on understanding of the then existing
processes of the Company and to the best of their knowledge state that:

- in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting
standards have been followed and there are no material departures from the same.

- the Directors have selected such accounting policies and applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company
as at March 31,2025 and of the profit and loss of the Company for the year ended on that date.

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.

- the Directors have prepared the annual accounts of the Company on a going concern basis.

- the Directors have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively.

- the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Post CIRP and acquisition of control by the new Management on 7^th February 2025, the Company has complied with
the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and has in place a Policy on Prevention of Sexual Harassment at the Workplace in line with the provisions of the said
Act. An Internal Complaints Committee has been set up to address the complaints received regarding Sexual
Harassment.

The status of the complaints is as below:

1. The number of complaints of sexual harassment received in a year: Nil

2. The number of complaints disposed off during the year: Nil

3. The number of cases pending for more than 90 days: Nil
SECRETARIAL STANDARDS

Upon assuming charge, the newly constituted Board of Directors has commenced compliance with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

LISTING

The Equity Shares of the Company are listed on BSE Limited (“BSE”). Trading in the securities of the Company
was suspended by the Stock Exchange due to non-compliance with certain SEBI and Stock Exchange regulations.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, the Statutory Auditors and Secretarial Auditors of the Company have not reported any
frauds to the Audit Committee or to the Board of Directors as prescribed under Section 143(12) of the Companies
Act, 2013 and the rules made thereunder.

STATEMENT ON MATERNITY BENEFIT ACT

During the period under review, the Company was non-operational and control over its management rested with the
Monitoring Committee. The new Board of Directors assumed charge with effect from 7th February 2025.
Accordingly, the new Management is in the process of revamping and streamlining the Company’s policies, systems,
and procedures to ensure compliance with all applicable regulatory requirements.

OTHER DISCLOSURES

Your directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions/events happened on these items during the year under review:

a. Issue of equity shares with differential voting rights or sweat equity or stock options.

b. Changes in the nature of business activities.

c. Difference between amount of the valuation done at the time of one-time settlement and the valuation done
while taking loan from the Banks or Financial Institutions along with the reasons thereof.

d. Change in the nature of business
ACKNOWLEDGMENT

Your directors express their gratitude for the help, guidance and support received from the Lenders, Committee of
Creditors and Monitoring professionals as well as the statutory authorities. Your directors and employees look forward
to the future with confidence and stand committed towards creating a mutually ‘rewarding future for all stakeholders.

For and on behalf of the Board of Directors

Sd/-

Nikunj Daga
Chairman & Managing Director
DIN: 00360712

Date: 05.12.2025
Place: Delhi